2 OBJECTSThe objects of the Association are(a) To provide for Chinese residents in the Provincial Districts of Otago and Southland the means of mutual help in welfare to relieve poverty, education including cultural matters

(b) To establish Chinese language schools and to promote the advancement and maintenance of Chinese language and culture

(c) To represent the Otago and Southland Chinese Community in its interaction with the New Zealand Government and the New Zealand public at large

(d) To represent the Otago and Southland Chinese Community in its interaction with other Chinese communities in New Zealand and overseas

(e) To apply any income, capital, benefit or advantage for charitable purposes within New Zealand

(c) To be and to remain non-political and to have no allegiance to any religious body or belief

3 POWERS(a) To take and accept any gift, device, bequest, transfer, assignment of conveyance of property. whether real or personal and whether subject to any special trust or not, for any one or more of the objects of the Association

(b) To publish or promote the publication or circulation of any books, pamphlets, periodicals and other printed matter relating to the objects and purposes of the Association

(c) To purchase take on lease exchange or hold any real of personal property whatsoever or any casements therein or thereon requisite or for any of the objects of the Association or which may in any way be used conveniently in connection with any such objects and to sell lease exchange or otherwise dispose of any real or personal property and to grant any easements or rights therein or thereover

(d) To erect construct maintain improve and alter pull down or rebuild any buildings houses walls or erections and structures whatsoever necessary or convenient for the purposes of the Association

(e) To apply for obtain hold and renew any licences or permits required by law or necessary or expedient for any of the purposes of the Association

(f) To sell exchange manage let lease hire out bail mortgage charge pledge assign transfer convey surrender dispose of or otherwise deal with all or any part of the real and personal property of the Association and to grant any option easement or rights in or over any such property

(g) To provide funds for the objects of the Association or any of them and for that purpose to borrow or raise money and to give security in any manner over the whole or any part of the real and personal property of the Association

(h) To Invest any moneys of the Association in such real or personal property and in such manner as the Association shall think fit

(i) To use the funds of the Association for furthering or carrying out the objects of or in the interests of the Association including the employment of professional advisers, agents, officers and staff and in particular to establish and administer any benevolent fund or funds for the making of charitable grants or payments for any charitable purpose in New Zealand

(j) To do everything necessary to support the New Zealand Chinese Association Incorporated and to pay such sums to that Association as it lawfully directs and to appoint delegates to the Annual Conference and any special general meeting of that Association

(k) To do all such other acts and things as are incidental or conducive to the above objects or any of them

4 PRIVATE PECUNIARY PROFIT(a) Any income, benefit or advantage shall be applied to the charitable purposes of the Association

(b) Any member of the Association or any person associated with a member shall not participate in or materially influence any decision made by the Association in respect of the payment to or on behalf of that member or associated persons of any income, benefit or advantage whatsoever

(c) Any such income paid shall be reasonable and relative to that which would be paid in an arms length transaction (being the open market value)

(d) The provisions and effect of this clause shall not be removed from these Rules and shall be included and implied into any document replacing this document

5 MEMBERSHIP(a)The members of the Associations ("Members") shall in the first place consist of the members of the Association as at the date of adoption of these rules

(b) (i) All Chinese persons who are normally domicile within the defined geographical boundaries of the Provincial Districts of Otago and Southland shall be eligible for membership of the Association

(ii) A "Chinese" person means a person of Chinese descent or the spouse of such a person or the adopted child of such a person or the child or the adopted child of the Spouse of such a person

(c) An application for membership shall include the full name, address and occupation of the applicant It shall be signed by the applicant and addressed to the Secretary, The New Zealand Chinese Association, Otago&Southland Branch (Inc) The Secretary shall submit the application to the Committee for election or rejection

(d) New members shall be admitted upon election by a three fourths majority of the members of the Committee present and voting at the meeting at which the candidates name is submitted for election and the decision of the committee as to whether any candidate has been duly elected or not shall be final

(e) The committee shall not be called upon to give any reason for approving or not approving any application submitted to it

(f) Only financial members of the Association shall be entitled to the privileges of membership and the benefits of the Association

(g) The Association may by resolution in general meeting make any member a life member in recognition of services rendered to the Association and the life member shall be entitled to all the privileges of membership but shall be exempt from all fees, subscriptions and levies

(h) Any member may resign his/her membership by giving to the Committee not less than one (1) calendar months written notice to that effect

6 REGISTER OF MEMBERS(a) The Secretary shall maintain an up-to-date register of members and shall from time to time when required by the Registrar of Incorporated Societies so to do under Section 22 of the Act send to the Registrar a list of the names, addresses and occupations of the members accompanied by a statutory declaration by an officer of the Association verifying that list

(b) The Association shall supply to the Executive Committee of the New Zealand Chinese Association Incorporated a list of its members, their addresses and occupations and the dates on which they became members two (2) months prior to the Annual Conference of the Association if requested to do so

7 SUBSCRIPTIONS(a) Annual subscriptions are due and payable on the 1st day of April in each year

(b) Every member who has attained the age of 18 years shall pay to the Association an annual subscription of such amount as the Committee may from time to time determine and the Committee shall have the power to assess different rates of subscription for different classes of membership

(c) The Committee may at its discretion and on such grounds as it thinks fit remit wholly or in part any fees, subscriptions levies or penalties due to the Association by any member or may grant time for payment thereof or of any part thereof

(d) No member shall enjoy the privileges of membership of the Association until the member's subscription has been paid

(e) The Committee may decide by a majority vote that in any one year the payment of subscriptions be waived for that period

8 PENALTIES AND EXPULSION(a) if subscription is not paid at the time and in the manner provided herein and such default shall continue for three calendar months the defaulter shall if called upon so to do by the Committee pay a fine of an amount to be fixed by the Committee Such fine shall not exceed the amount of one years subscription and shall be payable together with the subscription in arrears within 14 days of the demand if the member fails to pay such subscription and fine within the 14 days aforesaid he/she shall cease to tic a member upon the expiration of the said 14 day period

(b) Any demand made in accordance with the preceding paragraph 8(a) hereof shall be made in accordance with and deemed to be duty made as if the demand was a notice sufficiently given under Rule 1 1(c) of these Rules

(c) The Committee may expel from membership any member wilfully disobeying these rules or persistently disregarding the authority of the Committee or who is guilty of any conduct rendering the member unfit in the opinion of the Committee to be a member of the Association provided however that not less than three fourths of the members of the Committee present at the meeting and voting vote for such expulsion and provided further that before being expelled the Committee shall first give the member the opportunity to explain his/her conduct and shall hear what he/she may wish to say in his/her defence

(d) The power to expel a member shall include the power to suspend or deprive a member of any benefits or privileges of membership for so long as the Committee shall think fit

(e) Expulsion from or cessation of membership shall not release the member from any past or present liability to the Association

9 DEATH OF A MEMBERUpon a member's death his/her membership shall cease and the member's estate shall be released and discharged from any liability to the Association

10 CONSEQUENCES OF TERMINATION OF MEMBERSHIPAny member ceasing to be a member of the Association whether by expulsion death or otherwise howsoever shall cease to have any rights in or claim upon the Association and an expelled member shall not be eligible for re-election as a member unless the Association in general meeting shall resolve to permit the member to reapply for membership

11 NOTICES(a) Every notice to be given to any member pursuant to any of these Rules shall be deemed to be sufficiently given and served i f posted or delivered to the address or sent by facsimile to the facsimile number or transmitted by electronic mail to the address of the member appearing in the Association's register

(b) The loss delay or non delivery of any notice sent or delivered to any member shall not invalidate or prejudice any resolution passed or election made or other thing done by the Association

(c) Any notice if given or served by post facsimile or electronic mail shall be deemed to have been given or served

(i) In the case of notice by post or delivery 24 hours after the letter containing the same is posted or delivered and in proving such service it

shall be sufficient to prove that the letter containing the notice was properly addressed or sent and put into the post office or a post box

(ii) In the case of notice by facsimile immediately after the letter containing the Notice was sent by facsimile and in proving such service it shall be sufficient to prove that such letter was properly sent to the correct facsimile number

(iii) In the case of notice by electronic mail immediately after the letter containing the notice was sent by electronic mail and in proving such service it shall be sufficient to prove that such letter was properly sent to the correct electronic mail address

12 FINANCIAL YEAR(a) The annual accounts of the Association shall be closed on 31 March of each year

(b) As soon as practicable after the close of the financial year the accounts of file Association shall be balanced and duly audited to enable the Annual Report and Balance Sheet to be prepared by the Treasurer

13 PROCEDURE AT GENERAL MEETINGS(a) Every member present at a general meeting shall be entitled to one vote Proxy votes shall be allowed The Chairperson shall first decide by voices or a show of hands but any Member may demand a ballot In the case of equality of votes the Chairperson shall have an original as well as a casting vote

(b) If a ballot is demanded it shall be taken in such manner as the Chairperson directs and the result of the ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded

(c) The demand for a ballot may be withdrawn

14 ANNUAL GENERAL MEETING(a) The Annual General Meeting of the Association shall be held in the month of October in every year at a place, date and time to be fixed by the Committee for the following purposes(i) To receive the annual report of the Committee and the Association accounts

(ii) To elect the President, Vice-president and Committee for the ensuing year

(iii) To appoint an auditor for the ensuing year(iv) To decide upon any proposal or matter and to transact any other business which shall be submitted to the meeting

(b) The members present shall elect one of their number as Chairperson to preside over the meeting

(c) The quorum at an Annual General Meeting shall consist of 12 members

(d) Notice of the Annual General Meeting and of the business to be dealt with at the meeting shall be sent to every member at his/her address in the Association's register and/or posted on the notice board of the Association's premises and/or published in the regional daily newspaper and/or such other places as the Committee may decide but not less than 14 days before the date of the meeting

15 SPECIAL GENERAL MEETING(a) The Committee may at any time for any special purpose call a Special General Meeting and shall do so upon the requisition of ten (10) members Such requisition shall be in writing addressed to the Secretary and shall state the purpose of the meeting being required and upon receipt thereof the Committee shall call such Special General Meeting within one calendar month from the date of receipt of such requisition

(b) Notice of the Special General Meeting and of the business to be dealt with at the meeting shall be sent to every member at his/her address in the Association's register and/or posted on the notice board of the Association's premises and/or published in the regional daily newspaper and/or such other places as the Committee may decide but not less than 14 day before the date of the meeting

(c) At every Special General Meeting the person appointed Chairperson of the Committee pursuant to Rule 16(e) hereof shall chair the meeting or in his/her absence the meeting shall appoint its own chairperson

(d) No business other than that of which notice has been so given shall be brought forward at such meeting except by leave of the majority of the members present

16 MANAGEMENT COMMITTEE(a) The affairs of the Association (except as otherwise provided by these Rules) shall be managed and conducted by and entrusted to a committee consisting of not less than ten (10) members elected every year at the Annual General Meeting of the Association

(b) The Committee shall convene monthly or at such other intervals and at such times and at places as the Committee shall decide for the purposes of transacting the business of the Association

(c) The quorum at a Committee meeting shall consist of eight (8) members

(d) The Committee shall hold office until the next Annual General Meeting following their election All or any of the retiring Committee shall be eligible for re-election

(e) The Committee shall at their first meeting after the Annual General Meeting appoint from among themselves the following officers(i) Chairperson(ii) One English Language Secretary(iii) One Chinese Language Secretary(iv) One Treasurer

(f) Each of the officers so appointed shall hold office until the next Annual General Meeting or until removed from office by the Committee or until he/she shall resign or cease :o be a member of the Association whichever shall be the sooner Such officers shall act under the supervision control and direction of the Committee and shall carry out such duties as are expressly imposed upon them by these Rules or by any by-laws made thereunder and such other duties as the Committee may from time to time direct The Committee may at any time remove from office all or any of the officers and appoint others in their place

(g) The Committee may from time to time appoint from its number such sub-committees as it deems expedient or necessary and may refer and delegate to them such of its powers and duties as the Committee may decide Such sub-committee(s) shall conduct their business in accordance with the direction of the Committee and report whenever required to the Committee

(h) The Committee shall have power to appoint a member to fill any casual vacancy on the Committee

17 BANKING, INVESTING AND BORROWING POWERS(a) All moneys received by the Association shall be banked into the banking account or accounts of the Association in such Bank or Banks as the Committee shall from time to time decide Any cheques drawn on the Banking Account(s) shall be signed by any two Committee Members duly authorised by the Committee All other documents required to be signed in connection with the Banking Account(s) shall be executed in like manner

(b) The surplus funds of the Association may be invested by the Committee in such securities as the Committee may from time to time approve All dividends interest or other income arising out of such investments shall go to augment the funds of the Association

(c) The Committee may from time to time at its discretion raise or borrow any sum or sums of money for the purpose of the Association on the security of any or all of the Association's property assets or effects from time to time and may secure the repayment of such moneys in such manner and upon such terms and conditions as they think fit

18 REGULATIONS AND BY-LAWSThe Committee shall have power from time to time to make alter and revoke any regulations and for by-laws for the internal management of the Association provided however that in the event of any conflict between such regulations and/or by-laws and these Rules these Rules shall prevail

19 ALTERATION OF RULES(a) Subject to Section 21 of the Act these Rules or any of them may be altered added to repeated amended or rescinded by a resolution passed by a majority of not less than three-fourths of those present and entitled to vote in person at a special general meeting of which 14 days notice has been given specifying the intention of such resolution provided however that no addition alteration amendment repeat or rescission shall be made that will detract or alter in any way the charitable nature of the Association Furthermore no addition to or alteration or rescission of the Rules shall be approved if it affects the dissolution clause 24(b)

(b) Duplicate copies of every such alteration addition rescission or amendment shall be delivered to the Registrar in accordance with the Act

20 COMMON SEAL(a) The Committee shall be responsible for the custody and control of the Common Seal

(b) The Common Seat shall only be used pursuant to a resolution of the Committee and shall be affixed in the presence of two duly authorised

Committee members

21 AUDITOR(a) The Association shall appoint at the Annual General Meeting an auditor who shall be a member of the Institute of Chartered Accountants of New Zealand

(b) The accounts of the Association shat be audited at least once in every financial year and verified by the auditor prior to being presented to the Annual General Meeting

22 REGISTERED OFFICEThe registered office of the Association shall be at 279 King Edward Street, Dunedin or at such other place as the Committee shall from time to time decide

23 ENGLISH TO PREVAILIf there is any difference in the interpretation between the English and Chinese version of any writing the English version shall prevail

24 DISSOLUTION(a) The Association may be wound up voluntarily if the Association at a General Meeting specially convened for the purpose of considering the winding up or dissolution of the Association and the disposal of the assets then passes a resolution requiring the Association to be wound up and the resolution is confirmed at a subsequent Special General Meeting called for that purpose and held not earlier than 30 days after the date on which the resolution to be confirmed was passed

(b) If upon the winding up or dissolution of the Association there remains after the satisfaction of all costs and debts and liabilities any property or assets whatsoever the same shall not be paid to or distributed among the members of the Association but shall be given to The New Zealand Chinese Association Incorporated if a society of that name is then incorporated and has approved charitable status but if not then to such charitable institution or institutions within New Zealand having similar objects to the objects of the Association and which prohibit the distribution of its or their property and assets among its or their own members such charitable institution or institutions to be decided by a majority of not less than three-fourths' of the members present at the final general meeting before the time of dissolution or in default thereof to such charitable institution or Institutions within New Zealand as a Judge of the High Court of New Zealand may determine

25 INTERPRETATION(a) In these Rules unless the context otherwise requires "the Act" means the Incorporated Societies Act 1908 as modified or replaced by any statute for the time being in force

(b) In these Rules "the Registrar" means the Registrar appointed under the said Act

(c) Any question relating to the interpretation of these Rules or any regulations or by-laws hereunder shall be settled by the Committee whose decision shall be final provided that such decision shall not be Inconsistent with the Act